Amended September 26, 1999
Amended May 6, 2001 from edits proposed on April 17, 2001
Amended February 10, 2002
Amended March 20, 2005 from edits proposed on February 12, 2005
Amended April 11, 2009
Any conflict between these electronic bylaws and an official paper copy with
an equal or later revision date shall be resolved in favor of the printed copy.
Article I — Name
The name of this religious organization shall be GAIA COMMUNITY: A UNITARIAN UNIVERSALIST CONGREGATION, of Kansas City, Missouri, hereinafter referred to as the “Community”.
Article II — Purpose
We are an Earth-based spiritual community, which honors the sacredness of the Earth, the mysteries of nature, and invokes the ancient wisdom as Goddess and God. In our rituals and community life we encourage each person’s growth in personal wisdom and power. We are dedicated to community involvement and healing the earth.
Article III — Membership
It is generally understood that all members should have an understanding of the history and current situation of the Unitarian Universalist Association (UUA). It is especially understood that our membership is open to ALL qualified persons regardless of race, color, sex, affectional or sexual orientation, age (except with regards to minimum age) or national origin.
III-A. Full Active Members
Any person aged eighteen (18) or older, may become a Full Active member of Gaia Community after meeting the following requirements:
- Person is willing to make a personal commitment to sharing their talents, resources, and their energy with fellow members of this Community;
- has completed the New Member Class;
- is in agreement with both the Mission-Covenant statement of Gaia Community and the Unitarian Universalist Principles;
- has signed the membership book;
- has made an annual financial contribution of record of no less than the cost incurred by the Community to maintain its full Fair Share (as addressed in Article IV below) plus the cost of the newsletter.
The business manager or, in the absence of a business manager, the Treasurer shall qualify the voting status of all members present prior to all business meetings. Any member is expected to be current with the Fair Share minimum anytime during the year in order to be eligible to contribute to the consensus process, including any calls to vote. Current means that the member has paid the pro-rated portion of the annual Fair Share minimum by that month’s Ritual for Business.
Withdrawal of membership may be made by written request to the Secretary of the Community. Such notice shall be transmitted to the Board of Trustees.
III-B. Associate Members
Individuals aged fifteen (15) through seventeen (17) may become “Associate Members” upon fulfilling the requirements for Full Active Members. Such Associate Members will have full voting privileges and may be elected as a Trustee as described in Article VII-A. An Associate Member may not be elected as an Officer as described in Article VII-C.
III-C. Inactive Members
A member who for one year is voluntarily absent from all participation in the life of the Community may be ruled inactive, and in such case, may not vote at a meeting or serve as an elected Trustee or be included in the Community population count. The Committee of the Whole at its discretion may at any time strike names from the list of inactive members and adopt such rules as it may deem necessary with respect to the removal or suspension of any member on the inactive list.
III-D. Friend of Gaia
A Friend of Gaia is any person who is in general sympathy with the purposes, goals and programs of the Community and who makes a pledge or contribution of record thereto, but does not meet other requirements of Full Active Membership as described in Article III-A.
Article IV — Denominational Affiliation
This Community shall be a member of the Unitarian Universalist Association (UUA) and of the Prairie Star District. It is the intention of this Community to make annual financial contribution equal to its full Fair Share as determined by the Association and the District.
Article V — Rituals for Business
V-A. Regular Rituals for Business
The main business of the Community shall be conducted at regular Rituals for Business by the Committee of the Whole. At least a Quorum (more than half) of the current Board of Trustees must be present at each Ritual for Business. The dates of regular Rituals for Business of the Community shall be determined by the Community itself, or by any person or persons designated by it.
Decisions of the Committee of the Whole shall be made using a blended consensus/supermajority model, except where otherwise stated in these bylaws. If at a future date the Committee of the Whole wishes to move to a different decsion-making model, such decisions must be made at a Special Ritual for Business, as defined in Article V-A-1.
V-A-1: Special Rituals for Business
- A Special Ritual for Business may be called at the written request of 10% of the current Full Active and Associate members or by a quorum of the Board of Trustees. The business to be transacted at such Special Rituals for Business shall be set forth in the notice of the meeting, which shall be communicated to all active members, at least 72 hours in advance, unless otherwise specified in these bylaws. A Special Ritual for Business may occur during a regularly scheduled Ritual for Business, or may also set a different day and time.
Quorum for such a meeting is to be constituted by forty (40) percent of the current Full Active and Associate members, as well as a quorum of the Board of Trustees. Other decisions requiring a Special Ritual for Business are specified elsewhere in these bylaws.
V-B. Executive Sessions of the Board of Trustees
All Rituals for Business shall be open to all interested parties except that the Board of Trustees shall have the authority to determine that it is in the best interests of the Community that a particular item, or particular items, of a confidential nature such as confidential personnel issues be considered in executive session (“Executive Session”). The Board may decide by a majority vote of at least a quorum to enter into such Executive Session, such vote being cast in an open meeting. All persons other than elected Board Members will be excluded from such Executive Session unless specifically invited to attend by a majority decision of Board Members present at the meeting. It is the intent of the Community to normally conduct its business in as open a manner as possible with the recognition that on rare occasions some items must be discussed in confidence.
V-C. Facilitation of Rituals for Business
Facilitation of Rituals for Business should be rotated among Board of Trustees members or other persons as designated by the Board.
V-D. Approval of Annual Budget
The Annual operating budget for the coming fiscal year shall be presented for approval by the Committee of the Whole at a Ritual for Business no later than June.
Article VI — Committee of the Whole
The Committee of the Whole consists of all current Full Active and Associate members present at a Ritual for Business.
VI-A. General Duties and Authority
The duties of the Committee of the Whole, on behalf of the membership, shall include the general custody of the property of the Community and the conduct of all business and financial affairs of the Community. The Committee of the Whole shall have the authority to enter into contracts, the authority to engage or delegate the engagement of all employees except the minister, to appoint such committees as it may deem necessary, to make long and short term plans for the Community, to approve the budget, to make regular evaluation of the insurance programs, recommending changes where necessary, to coordinate the use and rental of any Gaia Community property, and to maintain communication between the Committee of the Whole and the committees of the Community. The Committee of the Whole may fill Board of Trustee vacancies with persons who shall serve until the next Annual Election when someone will be elected to fill the term.
VI-B. Limits to Power
The Committee of the Whole may not, without consensus of those attending a Special Ritual for Business, mortgage any real property, buy or sell property. A Special Ritual of Business shall be called for such purpose as designated in Article V-A-1, except that notice shall be communicated to all active members at least four (4) weeks in advance.
Article VII — Board of Trustees
VII-A. Qualifications and Composition
All Trustees must be current Full Active or Associate (for non-officer Trustees) members of the community for at least one (1) year and have served actively on at least one (1) committee for at least six (6) months. The requirements for length of membership, committee service, and length of Board service may be waived by the Board of Trustees, meeting in executive session, or a Ritual for Business, after consulting with the candidate and considering all the appropriate factors involved. All Trustees shall be limited to four (4) consecutive years in office with a minimum of one year off the Board of Trustees before being eligible for reelection to the Board.
The Board of Trustees shall be at least seven (7) and no more than nine (9) in number, such number to be set by the Committee of the Whole. A quorum of the Board of Trustees is defined is defined in Article V-A.
Any vacancy occurring in the Board of Trustees shall be filled by a majority vote of the Committee of the Whole after consultation with the Nominating Committee. Any Trustee elected to fill a vacancy shall be elected to serve until the next occurring Annual election, at which time any position(s) shall be filled by a vote of the Committee of the Whole.
The Officers of the Board of Trustees shall be president (who is the President of the Community), vice president, secretary, and treasurer. The Officers shall form the Executive Committee of the Board of Trustees. Only current Full Active members are eligible to hold an Office. All Officers shall: represent the Community on all occasions and perform all duties incident to the office and such duties as may be requested by the Committee of the Whole from time to time.
VII-C-1: The President
- The President shall: be the executive officer of the Community, serve as a member of the Board, and have authority to sign on behalf of the congregation any deeds, mortgages, bonds, contracts or other legal instruments which the Committee of the Whole has authorized to be executed except in those instances where the signing and other execution of such instruments shall have been expressly delegated by the Committee of the Whole or by these bylaws or by statute to some other officer or agent of the Community. The President shall be responsible for organizing the agenda for all Regular and Special Rituals for Business.
VII-C-2: The Vice-president
The Vice-president shall: assume the duties of the President in the absence of the President, coordinate the working committees designated by the Committee of the Whole, maintain the Community’s calendar, and shall perform such functions and duties as may be specified by the Committee of the Whole.
VII-C-3: The Secretary
The Secretary shall: have general charge of and responsibility for all non-financial records of the Community and shall keep accurate minutes of all Committee of the Whole Rituals for Business and Executive Sessions of the Board of Trustees, including names of those in attendance and make such minutes available to active members, and keep and preserve the Community’s membership book.
The Treasurer shall: receive, safely keep and account for all money and other property of the Community entrusted to her or his care, and shall disburse the same under the direction and to the satisfaction of the Committee of the Whole. S/he shall maintain:
- A current roster of the Pledging Units and the Pledges;
- A complete accounting of the financial records of the Community, which shall remain the property of the Community, and which shall be open for inspection by any active member;
- The annual financial report of the Community, which shall be audited by a person, not a member of the Board, who is designated by the Committee of the Whole;
- Render a current statement at each regular Ritual for Business of the Committee of the Whole;
- Shall pay all bills and sign all checks as authorized by the Board of Trustees or the Committee of the Whole;
- Ensure that all federal, state or local returns, reports or other items required by law are properly prepared and filed with the appropriate authorities in a timely manner;
- Perform the duties of the President in the event of simultaneous absence or incapacity of both the President and Vice President;
- and may be bonded at the expense of the Community.
VII-D. Trustees at Large
The Trustees at Large shall: keep abreast of the business and programs of the Community, participate in Rituals for Business, and perform such other functions as assigned by the Committee of the Whole.
VII-E. Executive Committee
- The Executive Committee shall consist of the four (4) Officers of the Community.
Two (2) members of the Executive Committee shall constitute a quorum. Minutes of meeting shall be kept, and actions taken shall stand unless disavowed by the Committee of the Whole.
VII-E-3: Powers and Responsibilities
The Executive Committee shall be responsible for the conduct of the affairs of the Community between Rituals for Business, and it shall have such other duties and perform such functions as are delegated to it by the Committee of the Whole. Any action taken by the Executive Committee must be ratified by the Committee of the Whole at the next Ritual for Business.
VII-F. Termination and Removal
VII-F-1: Automatic Termination
- Failure of any officer or trustee to attend three (3) consecutive regular Rituals for Business or four (4) of any six (6) consecutive regular Rituals for Business shall be an automatic resignation from the Board without further action or notice.
VII-F-2: Removal for Cause
Removal of Board members for breach of trust or gross misconduct requires a vote by a four-fifths majority of the Committee of the Whole present at a Special Ritual for Business legally called for the purpose, as defined in Article V-A-1.
Article VIII — Committees
VIII-A. Establishment of Committees
The Committee of the Whole has the authority to charter whatever committees it determines are desirable for the smooth operation of the Community and the fulfillment of its vision and mission. Any three or more people wishing to compose a new committee may petition to the Committee of the Whole.
VIII-B. Committee Membership
Each committee shall determine its method of organization. Committees are expected to communicate their activities (preferably in the form of a written report) at least quarterly for inclusion in the minutes of a Ritual for Business and the monthly Community newsletter. Membership of all committees with the exception of the Nominating Committee and Ritual Teams Committee shall be open to all interested persons. The coordinator(s) and/or chairperson(s) and a majority of the members of each committee shall be current Full Active members of the Community.
VIII-C. Affiliated Organizations
Organizations whose activities and practices are consistent with those of the Community may be recognized by the Committee of the Whole as “Affiliated Organizations.” Such organizations will be given special consideration and support by the Committee of the Whole. Any three (3) or more current Full Active and/or Associate Members may petition the Committee of the Whole to establish such an Affiliated Organization. Affiliation may be renewed annually, and the Board will have the authority to revoke affiliation of any organization which no longer fits the above guidelines at any time.
VIII-D. Representative to Ubuntu Village, LLC
A representative to Ubuntu Village LLC must be elected during the annual meeting, per Article IX-A. The position shall be elected from among the Trustees per Article IX-B, with the exception that they may not also be elected as the Treasurer. The representative may make decisions on behalf of the Community as part of the LLC insofar as those decisions do not violate these bylaws. Regular reports shall be made by the representative to the Committee of the Whole.
Article IX — Elections and Nominating Committee
IX-A. Elected Positions
The community’s elected positions are a Board of Trustees as described in Article VII, a Nominating Committee as described in Section C below, Congregational Delegates to the UUA General Assembly, and the representative to Ubuntu Village LLC as described in VIII-D.
IX-B. Annual Elections
The Annual Election of the Community shall be held each year in the month of April at the regular Ritual for Business or at such time and place as shall be fixed by the Committee of the Whole. At this Ritual for Business, all eligible elected positions shall be filled by private ballot. The Officers of the Board, Delegates to General Assembly, Nominating Committee members, and the Representative to Ubuntu Village LLC shall run for election each year. Any Trustees of the Board who are not Officers shall serve two year terms.
Two separate ballots shall be used; the first will elect all Trustees, Nominating Committee members, and Delegates. The second shall elect all Officers and the Representative from those Trustees elected during the first ballot (as well as any Trustees with continuing terms).
IX-C. Nominating Committee Qualifications
The Nominating Committee shall consist of at least three (3) and no more than five (5) current Full Active members, of which one (1) may be an Associate member. No Officer may simultaneously hold a position on the Nominating Committee. Nominating Committee members shall serve for a term of one year. No member of the Nominating Committee may serve successive terms. In the event that any vacancy occurs on the Nominating Committee between Annual Elections, the Committee of the Whole shall appoint a person from among the eligible active members to fill the unexpired term.
IX-D. Nominating Committee Duties & Responsibilities
The Nominating Committee shall be responsible for contacting and recommending qualified candidates to stand for all elected positions, as well as conducting the Annual Election. The slate of nominees shall be prepared in time for inclusion in the Notice of the Annual Election. The Nominating Committee shall work throughout the year to gather information on the interests, abilities and talents of all Gaia Community members and friends and make this information available to help other non-elected committees fill open positions throughout the year.
IX-E. Additional Annual Election Rules
At the Annual Election, nominations may also be made from the floor. Absentee ballots received prior to the Annual Election shall be counted. Newly elected people shall assume their respective offices on May 1 following their election at the Annual Election, at which time their predecessors’ terms shall expire.
Article X — Ministry
X-A. Duties & Responsibilities
The Community shall have a lay ministry responsible for the quality of worship within the Community and the cultivation of the Community’s stated mission(s). If at a future date, the Committee of the Whole wishes to move to a different model of Ministry, such a decision must be made at a Special Ritual for Business as designated in Article V-A-1.
X-B. Lay Ministry
This community is committed to lay ministry by trained ritualists. Additional persons may be chosen by ritualists to assist in ritual when needed, but this shall not be considered to imply or grant membership on the Ritual Teams Committee without fulfilling the requirements outlined in Article X-C.
All ritualists must be current Full Active Members, must have graduated the Excellence in Ritual class, and must be accepted by the Ritual Teams Committee in accordance with said Committee’s Policies and Procedures.
X-D. Dismissal or Reinstatement
The dismissal or reinstatement of any Ritual Team member shall be in accordance with the Ritual Team Committee’s Policies and Procedures.
The evaluation of all ritualists shall be performed annually by the Ritual Team Committee in accordance with said Committee’s Policies and Procedures. In addition, the Ritual Team Committee shall seek the input of the Community.
Article XI — Fiscal Year
The fiscal year shall run July 1st – June 30th, inclusive.
Article XII — Dissolution
In the case of dissolution of the Community, all of its property, real and personal, after paying all just claim upon it, shall be conveyed to and vested in the Unitarian Universalist Association (UUA) or its legal successor, or to any Unitarian Universalist related organization, and the Board of Trustees of the Community shall perform all actions necessary to effectuate such conveyance.
Article XIII — Open Records
All records of the Community other than those of a personal nature shall be made available for inspection to any active member during reasonable office hours.
Article XIV — Standing Rules/Policies & Procedures
XIV-A. Standing Rules
Standing Rules are procedural rules which are adopted and revised from time to time by the Board of Trustees, the Committee of the Whole and other committees of the Community, except as noted below, to govern their own operations in the implementation of these bylaws. Committee Chairpersons and/or Coordinators and the President are responsible that Standing Rules of each committee and the Board, respectively, are drawn up and available for inspection by the Community.
No Standing Rules shall supersede the Statutes of the State of Missouri or provisions of these bylaws. Standing Rules of the Board or the Committee of the Whole shall take precedence over Standing Rules of a committee.
XIV-B. Policies & Procedures
A copy of the Standing Rules, Policies and Procedures of the Board of Trustees, the Committee of the Whole and all other committees, shall be retained by the Secretary, and made available for inspection by the Community.
Article XV — Protection of Nonprofit Status
Neither the Committee of the Whole, the Board of Trustees, nor any Officer or employee of the Community shall take any action or allow any activity or use of the Community’s property which shall endanger the non-profit corporate status or charitable, tax-exempt status of the Community or its property. Nothing in these bylaws shall be construed to allow a violation of this section.
Article XVI — Insurance
Any buildings and contents owned by the Gaia Community shall be adequately insured and the Community shall carry liability and other forms of insurance in amounts and with such carriers as determined by the Community. Funding for such coverage shall be considered an essential expenditure for inclusion in the Annual Budget.
Article XVII — Adoption of Bylaws
The initial adoption of these bylaws shall be by consensus of the Committee of the Whole at a special or regular Ritual for Business for which notice is given. Individuals who will meet the requirements for Full Active or Associate membership following the Community’s Charter Sunday may participate in the decision-making.
These bylaws shall become effective May 2, 1999.
Article XVIII — Amendments to Bylaws
These bylaws, so far as allowed by law, may be amended or replaced by a two-thirds vote of the Committee of the Whole at a Special Ritual for Business legally called for the purpose, as defined in Article V-A-1. Notice of any proposed change shall be contained in the notice of the meeting.
XVIII-A. Non-Substantive Changes
The Executive Committee shall have the authority to make non-substantive changes to these bylaws, such as to correct typographical errors and to renumber them as appropriate. Any changes made must be communicated to the Committee of the Whole at the next Ritual for Business.
Article XIX — Indemnification
The Community shall indemnify any person who is or was an employee, agent, representative, member of the Board of Trustees, or Committee of the Whole volunteer of the Community, against any liability asserted against such person and incurred in the course and scope of her or his duties or functions within the Community to the maximum extent allowable by law, provided the person acted in good faith and did not engage in an act or omission that is intentionally, willfully or wantonly negligent or done with conscious indifference or reckless disregard for the safety of others. The provisions of this article shall not be deemed exclusive of any other rights to which such person may be entitled under any bylaw, agreement, insurance policy, vote of members or otherwise.